Neurotrope, Inc., Announces Reverse Merger and Completion of $21.9 Million Private Offering
PLANTATION, Fla., Aug. 29, 2013 /PRNewswire/ -- Neurotrope, Inc. (formerly BlueFlash Communications, Inc.) (OTCQB: BLFLD), a Nevada corporation (the "Company"), announced today that it completed a reverse merger on August 23, 2013, in which Neurotrope BioScience, Inc., a Delaware corporation ("Neurotrope"), became a wholly owned subsidiary of the Company. Shares of the Company's common stock are currently quoted on the OTC Markets under the symbol "BLFLD," which will change to "NTRP" on September 9, 2013.
Neurotrope is a biopharmaceutical and diagnostics company principally focused on developing two product platforms, a diagnostic test for Alzheimer's Disease and a drug candidate called bryostatin for the treatment of Alzheimer's Disease, both of which are in the clinical testing stage.
The Company, now headquartered in Plantation, Florida, will continue the business of Neurotrope as a wholly owned subsidiary. The Company's new management team includes Neurotrope's Chairman of the Board, Dr. John Abeles, its Chief Executive Officer, Dr. Jim New, its Chief Scientific Officer, Dr. Daniel Alkon, and its Chief Financial Officer, Robert Weinstein. The Company's Board of Directors now consists of five members, Dr. Abeles, Dr. New, William Singer and Ralph Bean, all of whom were directors of Neurotrope prior to the merger, as well as Jay M. Haft.
Immediately prior to the closing of the merger, Neurotrope completed a closing of the sale of 11,533,375 shares of its Series A convertible preferred stock in a private offering to accredited investors, at a price of $1.00 per share, resulting in gross proceeds to Neurotrope of $11,533,375 (before deducting commissions and expenses of the offering). The offering was made on an "all or nothing" basis with respect to a minimum of 6,863,375 shares of Series A convertible preferred stock. Neurotrope had previously sold 10,386,625 shares of its Series A convertible preferred stock in two prior closings of this private placement in February and May 2013, for a purchase price of $1.00 per share, for aggregate gross proceeds of $10,386,625 (before deducting commissions and expenses of the offering. The total gross amount raised by Neurotrope in its Series A convertible preferred offering was $21,920,000.) Intuitive Venture Partners, LLC, was the exclusive financial advisor to Neurotrope. EDI Financial, Inc., was the exclusive placement agent for the best efforts private placement offering, and Gottbetter Capital Markets, LLC, was a sub-agent.
At the closing of the reverse merger, each of the 19,000,000 shares of Neurotrope's common stock outstanding immediately prior to the closing of the merger was converted into one share of the Company's common stock, and each of the 21,920,000 shares of Neurotrope's Series A convertible preferred stock outstanding immediately prior to the closing of the merger was converted into one share of the Company's Series A convertible preferred stock. After giving effect to the closings of the reverse merger and the private placement, there are 21,700,000 shares of Company common stock and 21,920,000 shares of Company Series A convertible preferred stock outstanding.
The Company's Chief Executive Officer, Dr. Jim New, said, "The overwhelming positive response from our investors in this private placement is a strong endorsement of our programs and people, and recognizes the seriousness of Alzheimer's Disease as one of the most challenging unmet medical needs facing our society today. We expect the capital raised from this financing will advance our clinical programs to their point of proof-of-concept, and hopefully thereafter pave the path for a new therapeutic treatment of this disease in the near future."
The Company intends to use net proceeds of the offering, principally for pre-clinical and clinical research costs, as well as to pay royalties, patent expenses and general and administrative expenses.
In addition, the Company's Board of Directors adopted, and its stockholders have approved, a 2013 Equity Incentive Plan, which provides for the issuance of incentive awards of up to 7,000,000 shares of the Company's common stock to officers, key employees, consultants and directors.
In accordance with "reverse merger" accounting treatment, the Company's historical financial statements as of period ends, and for periods ended, prior to the merger will be replaced with the historical financial statements of Neurotrope prior to the merger in all future filings with the Securities and Exchange Commission.
The securities sold in the private placement have not been registered under the Securities Act of 1933 and may not be resold absent registration under, or exemption from registration under, such Act.
Neurotrope was formed in October 2012 to develop and market two product platforms, including a non-invasive diagnostic test for Alzheimer's Disease and a drug candidate called bryostatin for the treatment of Alzheimer's Disease, both of which are in the clinical testing stage. Neurotrope was formed for the primary purpose of commercializing certain technologies that were initially developed by Blanchette Rockefeller Neurosciences Institute ("BRNI") and its affiliates, for therapeutic or diagnostic applications for Alzheimer's Disease or other cognitive dysfunctions. These technologies have been under development since 1999 and have been financed through significant funding from a variety of non-investor sources. The Company expects that its first product, the diagnostic test for Alzheimer's Disease, will finish the testing phase of its development in 2015, whereupon the Company will evaluate the feasibility of its commercialization. In addition to bryostatin and the diagnostic test for Alzheimer's Disease, the Company intends to pursue development of two other technology platforms developed by and licensed from BRNI: the first, a platform for transporting drugs into the brain through the "blood-brain-barrier," and the second, a group of drugs for enhancing cognition, mood and alertness for neuropsychiatric conditions.
Please visit www.neurotropebioscience.com for further information.
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) the Company's future financial performance and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the Company's inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, the Company's inability to expand the Company's business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, volatility in the price of the Company's raw materials, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and the Company's failure to implement the Company's business plans or strategies. These and other factors are identified and described in more detail in the Company's filings with the SEC, including, the Company's current reports on Form 8-K. The Company does not undertake to update these forward-looking statements.
SOURCE Neurotrope, Inc.